Vanda Pharmaceuticals Inc

2025 PROXY STATEMENT - SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

We are making this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) available to stockholders at www.proxyvote.com. On or about April 25, 2025, we will begin mailing to certain of our stockholders entitled to vote at the Annual Meeting our Proxy Statement, proxy card and Annual Report, as well as instructions on how to vote via proxy by mail, telephone, or over the Internet.

GENERAL INFORMATION

Meeting:2025 Annual Meeting of Stockholders

Date: June 5, 2025

Time:9:00 a.m., Eastern Time

Location: www.virtualshareholdermeeting.com/VNDA2025

Record Date: April 15, 2025

Record Date Shares Outstanding:58,933,982

Stock Symbol: VNDA

Exchange: Nasdaq Global Market

Transfer Agent: Equiniti Trust Company, LLC

Website: www.vandapharma.com

ANNUAL MEETING AGENDA

(Board Recommendations)

Election of two Class I Directors (“FOR”)

Ratification of selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025 (“FOR”)

Approval, on an advisory basis, of the compensation for our named executive officers (“FOR”)

Approval of an amendment to the Amended and Restated 2016 Equity Incentive Plan to (i) increase the aggregate number of shares authorized for issuance thereunder and (ii) eliminate its term (“FOR”)

Conduct other business properly brought before the Annual Meeting or any adjournments or postponements thereof

2024 BUSINESS HIGHLIGHTS

Total revenues of $198.8 million for the full year 2024.

Fanapt® net product sales of $94.3 million for the full year 2024.

HETLIOZ® net product sales of $76.7 million for the full year 2024.

PONVORY® net product sales were $27.8 million for the full year 2024.

2024 year-end cash, cash equivalents and marketable securities of $374.6 million.

Net loss of $18.9 million for the full year 2024.

Fanapt®(iloperidone)

•We initiated the commercial launch of Fanapt® in for the acute treatment of manic or mixed episodes associated with bipolar I disorder in adults in the third quarter of 2024, following the U.S. Food and Drug Administration (FDA) approval of Fanapt for this indication in April 2024.

•We initiated a Phase III program for the long acting injectable (LAI) formulation of Fanapt® in the fourth quarter of 2024.

•We submitted a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) in the fourth quarter of 2024 for Fanapt® for bipolar I disorder and schizophrenia.

HETLIOZ® (tasimelteon)

•In July 2024, we announced the initiation of a clinical program for HETLIOZ LQ® in pediatric insomnia, which is ongoing.

•In July 2024, we announced the submission of an MAA for HETLIOZ® and a Line Extension Application for HETLIOZ LQ® to the EMA for the treatment of nighttime sleep disturbances in Smith-Magenis syndrome (SMS).

•In February 2024, we announced the initiation of a clinical program for delayed sleep phase disorder (DSPD), which is ongoing.

PONVORY®(ponesimod)

•In February 2025, we announced that the FDA accepted our Investigational New Drug (IND) applications for PONVORY® for the treatments of psoriasis and ulcerative colitis in the fourth quarter of 2024.

•In May 2024, we announced the completion of the transfer of the FDA marketing authorization for PONVORY®to Vanda. We initiated the commercial launch of PONVORY® for the treatment of relapsing forms of multiple sclerosis in the third quarter of 2024

Bysanti TM(milsaperidone)

•In the fourth quarter of 2024, we initiated a Phase III clinical study for Bysanti™ as a once-daily adjunctive treatment for major depressive disorder (MDD).

Tradipitant

•We submitted an NDA for tradipitant for the treatment of motion sickness to the FDA in the fourth quarter of 2024.

•We initiated a clinical trial to study tradipitant in the prevention of vomiting induced by a GLP-1 analog, Wegovy (semaglutide), in the fourth quarter of 2024.

Other

•In December 2024, Vanda announced that the FDA granted Orphan Drug Designation for VGT-1849A, a selective antisense oligonucleotide (ASO)-based JAK2 inhibitor for the treatment of polycythemia vera (PV), a form of a rare hematologic malignancy that is estimated to affect 1 in 2,000 Americans.

•The IND application for VCA-894A in the treatment of Charcot-Marie-Tooth disease, axonal, type 2S (CMT2S), an inherited peripheral neuropathy for which there is no available treatment, was accepted by the FDA in 2024.

•VQW-765, an alpha-7 nicotinic acetylcholine receptor partial agonist, is currently in clinical development for the treatment of acute performance anxiety in social situations.

CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS

Board Refreshment. Over 66% board refreshment since 2019.

Board Diversity. 1/3 of our directors are women.

Majority Board Independence. 5 out of the 6 directors are independent.

Board Tenure. The average tenure of our directors is approximately 10.2 years.

Lead Independent Director. We have a Lead Independent Director with robust responsibilities.

Independent Committees. 100% of our committee chairs and members are independent.

Majority Voting Standard. A majority voting standard in director elections with advanced conditional resignation for failing to meet such majority vote.

Single Class of Stock. We implement a single class of common stock structure.

Say-on-Pay Vote. We hold an annual Say-on-Pay vote. Approximately 79% of votes cast at the 2024 Annual Meeting of Stockholders approved, on an advisory basis, the compensation of our named executive officers (“NEOs”).

Pay for Performance. We pay annual bonuses based on the achievement of Company goals, individual performance and contribution in achieving those goals. We do not have guaranteed annual bonus payouts.

Formulaic Annual Cash Incentive Award Program. A substantial majority of the value of our annual bonuses are tied to the achievement of pre-specified objective criteria, such as revenue targets, clinical study metrics and regulatory filing timelines.

Executive Officer Clawback Policy. We have adopted a clawback policy on incentive-based equity and cash compensation for our executive officers.

No “Single-Trigger” Change of Control Benefits. We offer NEOs and certain other employees a change of control severance package triggered upon a change of control followed by termination of the executive without cause or resignation for good reason, as discussed in “Employment Agreements” below.

No Enhanced Executive Benefit Programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees or as appropriate in foreign jurisdictions.

Expiration of Stockholder Rights Plan. Our Board did not renew our stockholder rights plan, which expired by its terms on April 16, 2025.

Anti-Hedging / Anti-Pledging Policy. We have adopted a comprehensive anti-hedging / anti-pledging policy that applies to all our employees and directors.

No Option Repricing. We are not permitted to reprice stock options without stockholder approval.

No Evergreen Provisions. Our equity compensation plan does not contain any “evergreen” provisions to increase shares available for issuance as equity awards.

Annual Risk Assessment. We conduct an annual company-wide compensation program risk assessment.